Statutes 

Article 1 Name & Headquarters

The employees of NOVARTIS founded the Association for Basic Aid (BASAID), as a politically and confessionally neutral, non-profit organization with headquarters in Basel, constituted in accordance with Articles 60ff. of the Swiss Civil Code (ZGB).

Article 2 Aims

• Together with local partners, or where indicated,
• Together with Swiss or foreign partners (institutions, organizations or individuals)

The association will seek to make use of the administrative, technical and scientific knowledge and experience of company employees.

2.2 Within the selected individual projects, particular attention will be paid to those aspects aimed at improving nutrition, health, agriculture, water supply, living conditions, education and developing capabilities for self-help.

2.3 The association is a non-profit organization. The accumulation of capital is only allowed within the framework of ensuring the long-term continuation of the work of the association.

2.4 The activities of the association and the projects selected are independent of the business activities of NOVARTIS.

Article 3 Membership

• Annual subscription of members
• Subscriptions of sponsors and members
• Contributions from NOVARTIS
• Donations and the proceeds of fundraising activities
• Other income (Bazaars, Christmas Fayre, etc.)

b) Each member determines their own annual subscription. The minimum contribution at present is Sfr 20.

c) Sponsor members may decide the frequency and amount of their contributions.

d) The minimum annual subscription for the next financial year will be set by resolution of the GM. The annual subscription is due within two months of receipt of notification.

e) Should a member owe two years' annual subscriptions and not respond to repeated reminders, the membership shall lapse and the name be removed from the list of members.

Article 4 Organs of the Association

The organs of the association are:

a) The General Meeting (GM)

b) The Committee

c) The Auditors

Article 5 The General Meeting (GM)

5.1 Calling and Holding a General Meeting (GM)
The GM is the supreme organ of the association. The GM will be held at the invitation of the committee. The invitation, detailing the agenda, shall be in writing. A three-week period of notice is required.
The president of the association, if unavailable, one of the vice-presidents will take the chair.

5.2 Motions
Any member may propose a motion for the GM. Motions must be submitted in writing to the secretary at least 10 days before the date of the meeting.

5.3 Quorum
Any GM, which has been called in accordance with the statutes, is quorate. It may only pass resolutions on items listed in the agenda.
Resolutions are adopted by simple majority of the voting mem­bers present. Excepted from this rule and requiring a two thirds majority vote of those present, are resolutions that change the statutes, the aims of the association, or propose the dissolution of the association.
The GM may decide to vote by secret ballot.

5.4 Minutes
The proceedings of the GM will be minuted.

5.5 The Annual General Meeting (AGM)
The Annual General Meeting (AGM) is held once a year. The functions of the meeting are to:

a) Approve the annual report, the financial report and the auditors report.

b) Approve the activities of the committee, and the auditors.

c) Approve the projects submitted by the committee and the proposed budget.

d) Appoint the auditors.

e) Discuss motions and/or project proposals submitted by members and answers questions concerning the activities of the association.

f) Determine the minimum annual subscription g) Propose changes to the statutes.

5.6 Extraordinary General Meeting (EGM)
The committee can convene extraordinary General Meetings (EGM) at any time. The committee is required to call an EGM within 3 months of receiving a request for such a meeting, in written form, signed by 50 members.

Article 6 The Committee & Executive

6.1 Authorization
The committee is charged with carrying on the business of the association and representing the association externally. It is required to implement the resolutions of the GM.

6.2 Organization
The committee consists of at least 13 voluntary members. It constitutes itself and appoints a president, two vice-presidents, a treasurer and a secretary from its members.
Rotation of the Office of President within the Executive
The president and the two vice-presidents constitute the Executive. The office of president rotates among these three officers, so that each becomes president for one year of the 3­year period of office.
If, during the three-year period of office, a the duly elected president, vice-president or treasurer is unable to continue to serve, then the committee can, notwithstanding Article 6, co-opt a member not elected in the previous ballot. This appointment must be confirmed at the next GM.

6.3 Election of Officers
Any member may propose candidates for election to the committee. The candidates must declare their willingness to stand. The candidate polling most votes, and being acceptable to the majority of the committee, is elected. Lots are to be drawn to decide the winner of a tie.

6.4 Period of Office
The committee is elected for a three-year period of office. Re­election is permissible.

6.5 Duties and Authority
The committee has the following rights and duties:

a) To conduct the daily business of the Association.

b) To produce guidelines.

c) To constitute and commission specialist working parties for particular countries or topics.

d) To pass requests for aid to the appropriate specialist working party for consideration.

e) To present the Annual Report, detailing the activities of the association at the AGM.

f) To prepare the statement of account and the budget for the coming year.

g) To call the annual general meeting (AGM).

h) To organize the election of the committee.

i) To represent the association externally.

6.6 Financial Competence
In addition to the approved budgetary outlay, the committee has the competence to dispose of sums of the Association's monies of up to Sfr 10'000 in individual cases, to enable "rapid reaction" aid to be dispensed. In total, no more than Sfr 70'000 may be used in this way during one financial year.

6.7 Meetings and Decision Making
The committee will meet at the invitation of the president or at the request of at least two members of the committee. The committee is quorate when at least half its members are present. Resolutions may be passed by a simple majority of the committee members present. The president has a casting vote if there is a tie. Resolutions may also be passed by circulating the motion in writing, for approval by a simple majority of all the members of the committee.
The meetings of the committee shall be minuted.

6.8 Authority to Sign
The president, together with one other member of the committee, may sign legally binding documents on behalf of the association. Should the president not be available, one or other of the vice-presidents may act as proxy and sign together with one other member of the committee.
Each committee member may sign correspondence of a general nature not obligating the association singly.
Monetary transfers from the accounts of the association require the signature of the treasurer together with that of the president or a vice-president. Bills must be authorized for payment by the signature of the president or a vice-president.
For money transfers between accounts belonging to the association, the signature of the treasurer and one other authorized person is sufficient.

Article 7 The Auditors

7.1 Duties and Authority
The Auditors are responsible for auditing the statement of account and inspecting the balances in all the association's petty cash, bank and Post Office accounts and inspecting other relevant documents and papers. The Auditors are authorized to require sight of the current bookkeeping and documentation at any time, in order to determine the present assets and liabilities. The auditors will report on their findings to the committee, certifying, in writing, the correctness of the statement of account for presentation to the members at the AGM.

7.2 Composition and Period of Office
The audit team comprises two auditors and two auxiliaries. The period of office is three years. Re-election is permissible.

Article 8 Liability & Assets

8.1 Liability
Liability for debts accruing to the association is limited to the assets of the association. The personal liability of members is excluded.

8.2 Assets
The committee administers the assets of the association. Individual members have no rights with regard to the assets of the association.

Article 9 Financial & Business Year

The financial and business year of the association is the calendar year.

Article 10 Dissolution of the Association

10.1 A motion to dissolve the association must be announced in writing to all members, together with an invitation to a GM.

10.2 After dissolution of the association, any assets remaining shall be transferred to an institution with similar aims following a corresponding resolution of a GM.

Article 11 Statutes

11.1 Changes The GM must approve changes to the statutes

11.2 Final Provisions The above statutes will be submitted for approval at the constituent meeting of BASAID on 23 September 1997.

Basel, September 1997